Nel ASA

Prospectus • Sep 4, 2018

Nel ASA: Prospectus approval

Nel ASA: Prospectus approval

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

Nel ASA: Prospectus approval

(Oslo, 4 September 2018) Reference is made to the stock exchange release from

Nel ASA ("Nel" or the "Company") published on 28 June 2018 regarding the

successful completion of a private placement of 90,000,000 new shares in the

Company (the "Private Placement") and the subsequent repair offering of up to

15,000,000 new shares in the Company (the "Subsequent Offering").

The Norwegian Financial Supervisory Authority has approved the prospectus of the

Company dated 4 September 2018 (the "Prospectus") related to the Subsequent

Offering and listing of up to 15,000,000 new shares (the "Offer Shares"), each

with a par value of NOK 0.20.

The subscription period in the Subsequent Offering is due to commence on 5

September 2018 at 09:00 CET and will end on 18 September 2018 at 16:30 CET (the

"Subscription Period"). The subscription price in the Subsequent Offering is NOK

3.12 per Offer Share, which is the equal to the subscription price in the

Private Placement.

Eligible Shareholders will be granted 0.01910 Subscription Rights for each share

held. Each Subscription Right will give the right to subscribe for one (1) Offer

Share. The Subscription Rights will not be tradable or listed on the Oslo Stock

Exchange. Oversubscription is permitted. While there can be no assurance of the

number of shares that will be available for allocation pursuant to over

-subscription, the number of non-eligible shareholders as per the Record Date

indicates that the number of shares available for over-subscription is likely

higher than normal. Subscription without Subscription Rights will not be

permitted.

Instructions regarding the subscription procedure is available in the

Prospectus. Subscription Rights not used to subscribe for Offer Shares prior to

16:30 CET on 18 September 2018 will lapse without compensations to the holder

and consequently be of no value.

The Prospectus can be obtained electronically by downloading it from

www.nelhydrogen.com, https://www.arctic.com/secno and www.carnegie.no, or by

contacting Arctic Securities or Carnegie (the "Managers").

ENDS

For additional information, please contact:

Jon André Løkke, CEO, +47 9074 4949

Bent Skisaker, CFO, +47 468 21 693

About Nel| www.nelhydrogen.com

Nel is a global, dedicated hydrogen company, delivering optimal solutions to

produce, store and distribute hydrogen from renewable energy. We serve

industries, energy and gas companies with leading hydrogen technology. Since its

foundation in 1927, Nel has a proud history of development and continual

improvement of hydrogen plants. Our hydrogen solutions cover the entire value

chain from hydrogen production technologies to manufacturing of hydrogen fueling

stations, providing all fuel cell electric vehicles with the same fast fueling

and long range as conventional vehicles today.

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction. The securities mentioned herein have not been, and will not be,

registered under the United States Securities Act of 1933, as amended (the

"Securities Act"). The securities may not be offered or sold in the United

States except pursuant to an exemption from the registration requirements of the

Securities Act. The Company does not intend to register any portion of the

offering of the securities in the United States or to conduct a public offering

of the securities in the United States. Copies of this announcement are not

being made and may not be distributed or sent into Australia, Canada, Japan or

the United States. The issue, exercise, purchase or sale of subscription rights

and the subscription or purchase of shares in the Company are subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction. Carnegie is acting for the Company and no one else in connection

with the Private Placement and will not be responsible to anyone other than the

Company for providing the protections afforded to their respective clients or

for providing advice in relation to the Private Placement and/or any other

matter referred to in this release.